The Pennsylvania Registration Rights Agreement is a legal document that outlines the rights and obligations of GEN International, Inc. (the "Company") and purchasers of its shares regarding the sale and registration of those shares. This agreement is typically entered into between the Company and investors or shareholders who have acquired shares in the Company through private placements or other transactions. The primary purpose of this agreement is to provide certain privileges and protections to the purchasers, ensuring their ability to register and potentially sell their shares in compliance with applicable securities laws. By signing this agreement, the Company agrees to undertake various actions to facilitate the registration process and protect the purchasers' investment. Some key provisions included in a typical Pennsylvania Registration Rights Agreement may include: 1. Demand Registration: This provision grants the purchaser the right to request that the Company register their shares for public sale. The Company is usually obligated to use its best efforts to prepare and file a registration statement with the relevant regulatory authorities. 2. Piggyback Registration: This provision allows the purchaser to include their shares in an already-filed registration statement by the Company. By doing so, the purchaser can take advantage of the Company's registration process and potentially sell their shares alongside the Company's shares. 3. Shelf Registration: In some cases, the agreement may contain a provision allowing the purchaser to have their shares included in a shelf registration statement. This can provide flexibility by allowing the purchaser to sell their shares over time without the need for individual registration statements. 4. Registration Expenses: The agreement typically outlines how the registration expenses will be borne by the Company and the purchaser. It may specify that the Company will cover the costs associated with the registration process, including legal and accounting fees. 5. Lock-Up Period: In certain situations, the agreement may include a lock-up period during which the purchaser agrees not to sell their shares. This provision is often put in place to protect the Company's interests, especially in cases where a public offering is imminent. There may be variations or additional provisions depending on the specific circumstances and negotiations between the Company and the purchasers. Different agreements may have different terms and conditions, tailored to meet the needs and preferences of the parties involved. It's important to note that this is a general overview of a Pennsylvania Registration Rights Agreement. It is always recommended for parties involved to consult with legal professionals to ensure the specific details of their agreement align with their requirements and comply with relevant laws and regulations.
Pennsylvania Registration Rights Agreement between IGEN International, Inc. and purchasers regarding sale of shares
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How to fill out Registration Rights Agreement Between IGEN International, Inc. And Purchasers Regarding Sale Of Shares?
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FAQ
What Is Registration Right? A registration right is a right entitling an investor who owns restricted stock to require that a company list the shares publicly so that the investor can sell them. Registration rights, if exercised, can force a privately-held company to become a publicly-traded company.
Piggyback registration rights, where the investor is entitled to register its securities when either the company or another investor initiates the registration. Holders of piggyback rights are allowed to include their securities in a registration initiated by the company or another investor.
Form S-3 is a simplified security registration form utilized by businesses that have already met other reporting requirements. The form registers securities with the SEC under the Securities Act of 1933 for U.S.-based companies only.
Form S-4 is the registration statement that the Securities and Exchange Commission (SEC) requires reporting companies to file in order to publicly offer new securities pursuant to a merger or acquisition.
So you've got an issue ? under Securities Act Rule 415(a)(5), shelf registration statements on Form S-3 for primary offerings and WKSI automatic shelves expire on the third anniversary of the original effective date. (Things are different for a secondary Form S-3 shelf, since they do not have a fixed expiration date.)
A company that is required to register under the '33 act must create a registration statement, which includes a prospectus, with copious information about the security, the company, the business, including audited financial statements.
Primary tabs Form S-3 is the registration statement that the Securities and Exchange Commission (SEC) requires reporting company issuers to file in order to issue shelf offerings.
There are two types of registration rights: demand and piggyback. Demand registration rights enable the stockholder to require the issuer to register all or a portion of its shares.